RAPID RETRIEVAL SYSTEMS, INC.
and
ELINE MUSIC.COM, INC.
PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER (hereinafter referred to as this
"Agreement") dated as of June 6, 2000 is made and entered into by and between
Rapid Retrieval Systems, Inc. a Nevada Corporation ("RRSI") and ELine Music.com,
Inc. a Tennessee Corporation ("ELine").
W-I-T-N-E-S-S-E-T-H:
WHEREAS, RRSI is a corporation organized and existing under the laws of the
State of Nevada and is a public reporting corporation; and
WHEREAS, ELine is a private corporation and existing under the laws of the
State of Tennessee;
NOW THEREFORE, in consideration of the premises, the mutual covenants
herein contained and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that
ELine shall be merged into RRSI (the "Merger") upon the terms and conditions
hereinafter set forth.
ARTICLE I
Merger
On July 6, 2000, or before if practicable (the "Effective Date"); ELine
shall be merged into RRSI, the separate existence of ELine shall cease and RRSI
shall continue to exist under the name of "ELine Music.com, Inc." by virtue of,
and shall be governed by, the laws of the State of Nevada. The address of the
registered office of RRSI shall be 14919 Lebanon Road, Old Hickory, TN 37138.
ARTICLE II
Certificate of Incorporation of RRSI
The Certificate of Incorporation of RRSI as in effect on the date hereof
shall be the Certificate of Incorporation of ELine on the Effective Date without
change unless and until amended in accordance with applicable law.
ARTICLE III
Bylaws of RRSI Nevada
The Bylaws of RRSI shall be in effect on the date hereof without change
unless and until amended or repealed in accordance with applicable law.
ARTICLE IV
Effect of Merger on Stock of Constituent Corporation
4.01. Before the Effective Date, RRSI will effect a reverse stock split of
one (1) share of stock for every ten (10) shares of stock held by existing
shareholders of RRSI.
4.02. After the reverse stock split, but before the Effective Date, RRSI
will issue to its existing shareholders one (1) share of stock of RRSI for every
one (1) share of stock of RRSI they own after the reverse split. Said stock
will carry restrictive legends and can only be sold upon reliance of Rule 144.
In addition to the stock, after the reverse stock split, but before the
Effective Date, RRSI will offer options to its existing shareholders to purchase
three (3) shares of stock of RRSI for every one (1) share of stock of RRSI the
shareholder owns after the reverse split, for two dollars ($2.00) per share.
The options will last for a period of six (6) months from the date issued.
RRSI will issue one (1) share of stock to each shareholder of record prior to
the Effective Date. Said certificates will carry a restrictive legend.
4.03. On or before the effective date, ELine will deposit, as a consulting
fee, $250,000 in escrow, to be released upon the issuance of stock as set forth
in this subSection 4.03. On the Effective Date, RRSI will issue ten million
(10,000,000) shares of stock to the shareholders of ELine, pursuant to the
provisions of Section 4.05 below.
4.04. All options and rights to acquire ELine Common Stock under or
pursuant to any options or warrants which are outstanding on the Effective Date
of the Merger will automatically be converted into equivalent options and rights
to purchase that whole number of shares of RRSI Stock into which the number of
shares of ELine Common Stock subject to such options or warrants immediately
prior to the Effective Date would have been converted in the merger had such
rights been exercised immediately prior thereto (with any fractional piece of
RRSI Stock interest resulting from the exercise being adjusted to the next
highest whole share such holder would have received for any such fraction in the
merger had he exercised such warrants or options immediately prior to the
Merger). The option price per share of ELine Common Stock shall be the option
price per share of RRSI Stock in effect prior to the Effective Date. All plans
or agreements of ELine under which such options and rights are granted or issued
shall be continued and assumed by RRSI unless and until amended or terminated in
accordance with their respective terms.
4.05. (a) RRSI shall act as exchange agent in the Merger.
(b) Prior to, or as soon as practicable after the Effective Date,
RRSI shall mail to each person who was, at the time of mailing or at the
Effective Date, a holder of record of issued and outstanding ELine Common
Stock (i) a form letter of transmittal and (ii) instructions for effecting
the surrender of the certificate or certificates, which immediately prior
to the Effective Date represented issued and outstanding shares of ELine
Common Stock ("ELine Certificates"), in exchange for certificates
representing RRSI Stock. Upon surrender of a ELine Certificate for
cancellation to RRSI, together with a duly executed letter of transmittal,
the holder of such ELine Certificate shall subject to paragraph (f) of this
section 4.06 be entitled to receive in exchange thereof a certificate
representing that number of shares of RRSI Stock into which ELine Common
Stock theretofore represented by the ELine Certificate so surrendered shall
have been converted pursuant to the provisions of this Article IV; and the
ELine Certificate so surrendered shall forthwith be canceled.
(c) No dividends or other distributions declared after the
Effective Date with respect to RRSI Stock and payable to holders of record
thereof after the Effective Date shall be paid to the holder of any
unsurrendered ELine Certificate with respect to RRSI Stock which by virtue
of the Merger are represented thereby, nor shall such holder be entitled
to exercise any right as a holder of RRSI Stock until such holder shall
surrender such ELine Certificate. Subject to the effect, if any, of
applicable law and except as otherwise provided in paragraph (f) of this
Section 4.05, after the subsequent surrender and exchange of a ELine
Certificate, the holder thereof shall be entitled to receive any such
dividends or other distributions, without any interest thereon, which
became payable prior to such surrender and exchange with respect to RRSI
Stock represented by such ELine Certificate.
(d) If any stock certificate representing RRSI Stock is to be
issued in a name other than that in which the ELine Certificate surrendered
with respect thereto is registered, it shall be a condition of such
issuance that the ELine Certificate so surrendered shall be properly
endorsed or otherwise in proper form for transfer and that the person
requesting such issuance shall pay any transfer or other taxes required by
reason of the issuance to a person other than the registered holder of the
ELine Certificate surrendered or shall establish to the satisfaction of
RRSI that such tax has been paid or is not applicable.
(e) After the Effective Date, there shall be no further
registration of transfers on the stock transfer books of ELine of the
shares of ELine Common Stock, or of any other shares of stock of ELine,
which were outstanding immediately prior to the Effective Date. If after
the Effective Date certificates representing such shares are presented to
ELine or RRSI, they shall be canceled and, in the case of ELine
Certificates, exchanged for certificates representing RRSI Stock as
provided in this Article IV.
(f) No certificates or scrip representing fractional RRSI shall
be issued upon the surrender for exchange of ELine Certificates. In lieu
thereof, the Exchange Agent shall issue to each holder of ELine Common
Stock a whole share of RRSI Stock.
ARTICLE V
Corporate Existence, ELine and Liabilities of ELine
5.01 On the Effective Date the separate existence of ELine shall cease.
ELine shall be merged with and into RRSI in accordance with the provisions of
this Agreement. Thereafter, RRSI shall possess all the rights, privileges,
powers and franchises of a public as well as of a private nature, and shall be
subject to all the restrictions, disabilities and duties of each of the parties
to this Agreement, and all and singular; the rights, privileges, powers and
franchises of ELine and RRSI, and all property, real, personal and mixed, and
all debts due to each of them on whatever account, shall be vested in RRSI; and
all property, rights, privileges, powers and franchises, and all and every other
other interest shall be thereafter and effectually the property of RRSI, as they
were of the respective constituent entities, and the title to any real estate
whether by deed or otherwise vested in ELine and RRSI or either of them, shall
not revert to or be in any way impaired by reason of the Merger; but all rights
of creditors and all liens upon any property of the parties hereto, shall be
preserved unimpaired, and all debts, liabilities and duties of the respective
constituent entities shall thenceforth attach to RRSI, and may be enforced
against it to the same extent as if said debts, liabilities and duties had been
incurred or contracted by it.
5.02 ELine agrees that it will execute and deliver, or cause to be executed
and delivered, all such deeds, assignments and other instruments, and will take
or cause to be taken such further or other action as RRSI may deem necessary or
desirable in order to vest in and confirm to RRSI title to and possession of all
the property, rights, privileges, immunities, powers, purposes and franchises,
and all and every other interest, of ELine and otherwise to carry out the intent
and purposes of this Agreement.
5.03 ELine represents and warrants that it has disclosed all existing and
known future debts and liabilities of ELine to RRSI, whether direct or
contingent, disputed or undisputed, including, but not limited to all
liabilities to federal, state and local governmental authorities, trade
creditors, and the like. The parties acknowledge that such disclosure is a
material term of this agreement.
ARTICLE VI
Officers and Directors of RRSI
6.01 Upon the Effective Date, the officers and directors of ELine shall be
replaced by the officers and directors of RRSI in office at such date, and such
persons shall hold office in accordance with the Bylaws of RRSI or until their
respective successors shall have been appointed or elected.
ARTICLE VII
Approval by Shareholders; Amendment; Effective Date
7.01 This Agreement and the Merger contemplated hereby are subject to
approval by the requisite vote of shareholders in accordance with applicable
Tennessee law, and are subject to approval by the requisite vote of the board of
directors of RRSI in accordance with applicable Nevada law. As promptly as
practicable after approval of this Agreement by shareholders and directors in
accordance with applicable law, duly authorized officers of the respective
parties shall make and execute Articles of Merger and a Certificate of Merger
and shall cause such documents to be filed with the Secretary of State of
Tennessee and the Secretary of State of Nevada, respectively, in accordance with
the laws of the States of Tennessee and Nevada respectively. The Effective Date
of the Merger shall be the date on which the Merger becomes effective under the
laws of Tennessee, or the date on which the Merger becomes effective under the
laws of Nevada, whichever occurs later.
7.02 The Boards of Directors of ELine and RRSI may amend this Agreement at
any time prior to the Effective Date, provided that an amendment made subsequent
to the approval of the merger by the shareholders of ELine shall not (1) alter
or change the amount or kind of shares to be received in exchange for or on
conversion of all or any of the ELine Common Stock (2) alter or change any term
of the Certificate of Incorporation of RRSI, or (3) alter or change any of the
terms and conditions of this Agreement if such alteration or change would
adversely affect the holders of ELine Common Stock.
ARTICLE VIII
Miscellaneous
8. 01 All ELine financial information shall be complete, audited and in
accord with the due diligence information provided by ELine to RRSI.
8.02 In order to facilitate the filing and recording of this Agreement,
this Agreement may be executed in counterparts, each of which when so executed
shall be deemed to be an original and all such counterparts shall together
constitute one and the same instrument.
8.03 The shares of RRSI delivered at the Effective Date shall carry legends
which will restrict the sale of said shares for times and upon conditions that
are subject to federal and states securities laws. Any of the common stock
provided in this Agreement to ELine that does carry restrictive legends can only
be sold if, in the opinion of RRSI's counsel, will not violate and federal or
state security law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers, all as of the day and year first above
written.
RAPID RETRIEVAL SYSTEMS, INC.
A Nevada Corporation
/s/ Elio Guglielmi
By: Elio Guglielmi
President
ELINE MUSIC.COM, INC.
A Tennessee Corporation
/s/ Sonny Paradise
By: Sonny Paradise
President & CEO
